Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days x Yes oNo

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files) x Yes o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o

Accelerated filer o

Non-accelerated filer o (Do not check if a smaller reporting company)

Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes o No x

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes o No o

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 90,060,889 shares of common stock issued and outstanding as of August 20, 2014.

This quarterly report on Form 10-Q contains forward-looking statements. Statements in this report that are not historical facts, including statements about management’s beliefs and expectations, constitute forward-looking statements. These statements are based on current plans, estimates and projections, and are subject to change based on a number of factors, including those outlined under Item 1A, Risk Factors, in our most recent annual report on Form 10-K, and any updated risk factors we include in our quarterly reports on Form 10-Q and other filings with the SEC. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update publicly any of them in light of new information or future events.

Forward-looking statements involve inherent risks and uncertainties. A number of important factors could cause actual results to differ materially from those contained in any forward-looking statement. Such factors include, but are not limited to, the following:

•

risks arising from material weaknesses in our internal control over financial reporting, including material weaknesses in our control environment;

•

our ability to attract new clients and retain existing clients;

•

our ability to retain and attract key employees;

•

risks associated with assumptions we make in connection with our critical accounting estimates;

•

potential adverse effects if we are required to recognize impairment charges or other adverse accounting-related developments;

•

potential downgrades in the credit ratings of our securities;

•

risks associated with the effects of global, national and regional economic and political conditions, including fluctuations in economic growth rates, interest rates and currency exchange rates; and

•

developments from changes in the regulatory and legal environment for advertising and marketing and communications services companies around the world.

Investors should carefully consider these factors and the additional risk factors outlined in more detail under Item 1A, Risk Factors, in our September 30, 2013 Annual Report on Form 10-K and other filings with the SEC.

Liberated Energy, Inc. (the “Company”), formerly known as Mega World Food Holdings Company is a Nevada corporation formed on September 14, 2010.

On January 19, 2013, pursuant to a Common Stock Purchase Agreement, dated January 7, 2013, Perpetual Wind Power Corporation, a privately held corporation formed under the laws of the State of Delaware on July 1, 2010, acquired 24,500,000 non-registered shares of the Company from its shareholders, thereby owning 24,500,000 out of a total of 25,000,000 issued and outstanding shares of the Company. Thereafter, the Company acquired from Perpetual Wind Power Corporation its patented wind and solar powered turbine technology for 2,500,000 newly issued shares of the Company which were distributed in a dividend to its shareholders and Perpetual Wind Power Corporation returned to treasury its 24,500,000 shares it acquired from the Company's shareholders. As a result of this transaction, the Company had on January 19, 2013, 3,000,000 shares issued and outstanding. On February 14, 2013, the Company changed its name from Mega World Food Holding Company to Liberated Energy, Inc. and underwent a 24 for 1 stock split, whereby the Company's outstanding shares increased from 3,000,000 to 72,000,000.

The principal executive office is located at 109 Burtons Road, Marlton, New Jersey 08053.

Business

On January 19, 2013, the Company disposed of its wholly-owned subsidiary, Mega World Food Limited (HK). Mega World Food Limited (HK) was incorporated on June 24, 2010 and was in the business of selling frozen vegetables in all areas of the world except China. From inception, Mega World Food Limited (HK) only incurred setting up, formation or organization activities. Upon disposal, the Company ceased these operations and accordingly, the Company’s financial statements have been prepared with the net assets, results of operations, and cash flows of this business displayed separately as “discontinued operations.”

Effective January 19, 2013, the Company’s business is the sale of alternative energy products and services.

The Company maintains its books and records on the accrual basis of accounting. The accompanying financial statements have been prepared on that basis, in which revenues and gains are recognized when earned and expenses and losses are recognized when incurred.

Note 2 - Summary of Significant Accounting Policies (continued)

Use of Estimates

The presentation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

For the purpose of the statement of cash flows, cash and cash equivalents include all cash balances, which are not subject to withdrawal restrictions or penalties, and highly liquid investments and debt instruments with a maturity of three months or less from the date of purchase.

Fair Value of Financial Instruments

Our short-term financial instruments, including cash, other assets and accounts payable and accrued expenses consist primarily of instruments without extended maturities, the fair value of which, based on management’s estimates, reasonably approximate their book value. The fair value of our notes and advances payable is based on management estimates and reasonably approximates their book value based on their current maturity.

Net Loss per Common Share

The Company computes per share amounts in accordance with Statement of Financial Accounting Standards (SFAS) ASC 260, Earnings per Share (EPS). ASC 260 requires presentation of basic and diluted EPS. Basic EPS is computed by dividing the income (loss) available to common shareholders by the weighted-average number of common shares outstanding for the period. Diluted EPS is based on the weighted-average number of shares of common stock and common stock equivalents outstanding during the periods.

As of March 31, 2013 and 2012, the Company only issued one type of shares, i.e., common shares only. There is no effect on the diluted loss per share for the stock warrants since the common stock equivalents are anti-dilutive. Dilutive average shares outstanding as of March 31, 2014 and 2013 are as follows:

For the Three Months Ended

June 30,

2014

2013

Weighted Average Shares Outstanding

Common Stock

72,112,622

72,000,000

Convertible Note Payable

2,564,102

-

Dilutive Average Shares Outstanding

74,676724

72,000,000

Property and Equipment

Property and equipment are carried at cost. Depreciation of property and equipment for financial reporting purposes is provided using the straight-line method over their respective estimated useful lives of the assets. As of June 30, 2014 and 2013, there was no property and equipment on the Company’s balance sheets.

Patent Costs

Costs incurred in filing, prosecuting and maintaining patents (principally legal fees) are expensed as incurred and recorded within general and administrative expenses on the statement of operations. Such costs aggregated approximately $-0- and $-0- for the quarter ended June 30, 2014 and 2013.

Stock-Based Compensation

The Company accounts for its stock based awards in accordance with Accounting Standards Codification subtopic 718-10, Compensation (“ASC 718-10”), which requires a fair value measurement and recognition of compensation expense for all share-based payment awards made to our employees and directors, including restricted stock awards. We estimate the fair value of stock using the stock price on date of the approval of the award. The fair value is then expensed over the requisite service periods of the awards, which is generally the date at which the counterparty’s performance is complete and the related amount recognized in our statements of operations.

The Company has generated no revenues to date. It is the Company’s policy that revenue from product sales or services will be recognized in accordance with ASC 605 “Revenue Recognition”. Four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management’s judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company will defer any revenue for which the product was not delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required.

Income Taxes

The Company utilizes ASC 740 “Income Taxes” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each year-end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Temporary differences between taxable income reported for financial reporting purposes and income tax purposes primarily relate to the recognition of debt costs and stock based compensation expense. The adoption of ASC 740-10 did not have a material impact on the Company's results of operations or financial condition.

Research and Development

In accordance with ASC 730, “Research and Development”, the Company expenses all research and development costs as incurred. The Company had incurred $0 research and development costs for the quarter ended June 30, 2014 and $3,523 from January 19, 2013 (date of inception of the development stage) through June 30, 2014. The Company expects the research and development costs to increase in the future as it continues to invest in the infrastructure that is critical to achieve its business goals and objectives.

Certain accounts in the prior-year financial statements have been reclassified for comparative purposes to conform to the presentation in the current-year financial statements.

Recently Issued Accounting Pronouncements

In July 2012 the FASB issued ASU 2012-02: Intangibles: Goodwill and Other: Testing Indefinite-Lived Intangible Assets for Impairment (Topic 350) which is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. This update is intended to reduce cost and complexity by providing an entity with the option to make a qualitative assessment about the likelihood that an indefinite-lived intangible asset is impaired to determine whether it should perform a quantitative impairment test. The Company does not expect the adoption of this guidance to have a significant impact on its financial statements.

Subsequent Events

The Company has evaluated subsequent events through August 20, 2014, the date the financial statements were available to be issued.

Note 3 – Going Concern Matters

The Company is currently in the development stage and their activities consist solely of corporate formation, raising capital, and attempting to sell products to generate revenues.

There is no guarantee that the Company will be able to raise enough capital or generate revenues to sustain its operations and carry out its business plan. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

The financial statements do not include any adjustments relating to the carrying amounts of recorded assets or the carrying amounts and classification of recorded liabilities that may be required should the Company be unable to continue as a going concern.

The Company’s lack of operating history and financial resources raise substantial doubt about its ability to continue as a going concern. The financial statements do not include adjustments that might result from the outcome of this uncertainty and if the Company is unable to generate significant revenue or secure financing, then the Company may be required to cease or curtail its operations.

From the date of Company’s date of inception of the development stage on January 19, 2013 through the June 30, 2014, the officers and directors have advanced the amount of $80,986 to the Company for its operation. The outstanding balance is due on demand and no agreement was signed.

Note 5 – Commitments and Contingencies

Legal Services Agreements

The Company has a legal services agreement with attorney to provide legal services. The Agreement is for a term of 12 months from inception and renewable automatically from year to year unless either the Company or attorney terminates such engagement by written notice.

Note 6 – Commitments and Contingencies (continued)

Consulting Agreements

The Company has consulting agreements with outside contractors to provide marketing and financial advisory services. The Agreements are generally for a term of 12 months from inception and renewable automatically from year to year unless either the Company or Consultant terminates such engagement by written notice.

Note 7 – stockholders’ Equity

Preferred Stock

Under the Company’s Articles of Incorporation of the Company, the Company is authorized to issue 10,000,000 shares of preferred stock with a par value of $0.001.

Under the Company’s Articles of Incorporation of the Company, the Company is authorized to issue 100,000,000 shares of common stock with a par value of $0.001.

Liberated Energy, Inc. formerly known as Mega World Food Holding Company (the Company) is a Nevada corporation formed on September 14, 2010. On January 19, 2013, Perpetual Wind Power Corporation acquired 24,500,000 non-registered shares of the Company from its shareholders, thereby owning 24,500,000 out of a total of 25,000,000 issued and outstanding shares of the Company. Thereafter, Company the acquired from Perpetual Wind Power Corporation its patented wind and solar powered turbine technology for 2,500,000 newly issued shares of the Company which were distributed in a dividend to its shareholders and Perpetual Wind returned to treasury its 24,500,000 shares it acquired from the Company's shareholders. As a result of this transaction, the Company had on January 19, 2013 3,000,000 shares issued and outstanding.

On February 14, 2013, the Company changed its name from Mega World Food Holding Company to Liberated Energy, Inc. and underwent a 24 for 1 stock split, whereby the Company's outstanding shares increased from 3,000,000 to 72,000,000. The stock split resulted in a reclassification of additional paid in capital to common stock in the amount of $69,000.

Treasury Stock

As of June 30, 2014, there are 25,641,941 of common stock included in treasury.

Note 9 - Income Taxes

The Company has incurred net losses since inception. The Company has not reflected any benefit of such net operating loss carry forward in the accompanying financial statements. The net operating loss can be carried forward for 15 years.

The income tax benefit differed from the amount computed by applying the estimated US federal income tax rate of 15% to net loss as a result of the following:

The tax effect of temporary differences that give rise to significant portions of the deferred tax assets as of June 30, 2014 is presented below:

Deferred Tax Assets:

2013

Valuation allowance

$

-

Registration Fee for start-up costs

-

Net deferred tax assets

$

-

In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during periods in which those temporary differences become deductible.

Note 10 – Patent acquisition

Pursuant to Patent Acquisition Agreement signed on January 19, 2013 between the Company and Perpetual Wind Power Corporation (the “Seller”), a privately held company organized in the State of Delaware, Seller agrees to sell to the Company and the Company agrees to purchase from the Seller the perpetual wind patent for an aggregate purchase price of 2,500,000 newly issued common stock of the Company with par value of $0.001 to be issued to the Seller’s shareholders. Seller also agrees as additional consideration at the closing date to return the Company’s treasury the 24,500,000 shares of common stock with the par value of $0.001.

The Company used the par value method to record the patent acquisition transaction. The management estimated that the patent acquisition transaction is in good faith and with mutually agreed price which represents the fair value of the patent. Due to there were no active stock trading activities, the trading price for the Company may not represent the fair value of the patent. Accordingly, the Company recorded the total patent of $2500, and returned treasury stocks of $24,500. Due to the limited stock market activities and limited access of a pending patent application, there might be uncertainty about the patent valuation. The financial statements do not include adjustments that might result from the outcome of this uncertainty.

This section and other parts of this Form 10-Q quarterly report includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, that involves risks and uncertainties. All statements other than statements of historical facts, included in this Form 10-Q that address activities, events, or developments that we expect or anticipate will or may occur in the future, including such things as future capital expenditures (including the amount and nature thereof), business strategy and measures to implement strategy, competitive strength, goals, expansion and growth of our business and operations, plans, references to future success, reference to intentions as to future matters, and other such matters are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential," or "continue," or the negative of such terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially. These statements are based upon certain assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments as well as other factors that we believe are appropriate in the circumstances. However, whether actual results and developments will conform to our expectations and predictions is subject to a number of risks, uncertainties, and other factors, many of which are beyond our control.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Moreover, we do not assume responsibility for the accuracy and completeness of such forward-looking statements. We are under no duty to update any of the forward-looking statements after the date of this report to conform such statements to actual results.

Overview

Liberated Energy, Inc. is a Nevada corporation formed on September 14, 2011. We were incorporated as Mega World Food Holding Company for the purpose of selling frozen vegetable products in all areas of the world except China.

On January 19, 2013, pursuant to a Common Stock Purchase Agreement, dated January 7, 2013, Perpetual Wind Power Corporation, a privately held corporation formed under the laws of the State of Delaware on July 1, 2010, acquired 24,500,000 non-registered shares of the Company from its shareholders, thereby owning 24,500,000 out of a total of 25,000,000 issued and outstanding shares of the Company. Thereafter, the Company acquired from Perpetual Wind Power Corporation its patented wind and solar powered turbine technology for 2,500,000 newly issued shares of the Company which were distributed in a dividend to its shareholders and Perpetual Wind Power Corporation returned to treasury its 24,500,000 shares it acquired from the Company's shareholders. As a result of this transaction, the Company had on January 19, 2013, 3,000,000 shares issued and outstanding. On February 14, 2013, the Company changed its name from Mega World Food Holding Company to Liberated Energy, Inc. and underwent a 24 for 1 stock split, whereby the Company's outstanding shares increased from 3,000,000 to 72,000,000.

Our goal is to develop new products related to alternative energy and bring them to the marketplace. Our primary areas of focus are in the areas of (1) wind energy for home and commercial use, (2) wind and solar energy for outdoor illumination for home, commercial and municipal use, (3) electromagnetic energy applications, and (4) an additive to convert water into a high BTU energy source.

On January 19, 2013, the Company disposed of its wholly-owned subsidiary, Mega World Food Limited (HK). Mega World Food Limited (HK) was incorporated on June 24, 2010 and was in the business of selling frozen vegetables in all areas of the world except China. From inception, Mega World Food Limited (HK) only incurred setting up, formation or organization activities. Upon disposal, the Company ceased these operations and accordingly, the Company’s financial statements have been prepared with the net assets, results of operations, and cash flows of this business displayed separately as “discontinued operations."

On January 23, 2013 we acquired from Perpetual Wind Power Corporation the rights to their wind and solar powered turbine technology for which it has a patent pending with the United States Patent and Trademark office, U.S. Patent Application Serial No. 61/257,578 as submitted on November 3, 2009.

In November 2013, we built and successfully tested an alternative energy LED lighting and security system that is now available to the market. The Guard Lite™ security lighting system is designed to deter trespassers from homes and/or properties without electricity costs. The Company has moved towards patent protection of this new device. It is anticipated that the Guard Lite™ security lighting system will only require a portion of the energy it generates so the excess energy will be able to be used for other applications. We are currently testing adding a heat sensor to detect house fires to the system. Included in the Guard-Lite package:

● HD WiFI Security Camera - Featuring two way streaming audio and HD video. The camera has infrared night vision and motion sensing technology. Alerts can be sent to the customer’s Smart Phone, PC, Mac, or Tablet. Multiple cameras and users can be incorporated into the system.

● Solar Panel - 100 watt output at 4.5 KWh/Day. This Unit produces excess energy of approximately 3.9 KWh per day. That energy can be sold back to the grid or used for other lights, additional cameras, battery charging ...etc..

BASIS OF PRESENTATION

The unaudited financial statements of Liberated Energy, Inc. formerly Mega World Food Holding Company, a Nevada corporation (“Liberated”, “Mega World.”, “the Company”, “our”, or “we”) for the period ended December 31, 2012, should be read in conjunction with the notes thereto. In the opinion of management, the unaudited financial statements presented herein reflect all adjustments (consisting only of normal recurring adjustments) necessary for fair presentation. Interim results are not necessarily indicative of results to be expected for the entire year.

We prepare our financial statements in accordance with U.S. generally accepted accounting principals, which require that management make estimates and assumptions that affect reported amounts. Actual results could differ from these estimates.

Certain statements contained below are forward-looking statements (rather than historical facts) that are subject to risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements.

Results of Operations for the three months ended June 30, 2014 compared to the three months ended June 30, 2013

Revenue

Revenues are recognized from product sales upon shipment, which is the point in time when risk of loss is transferred to the customer, net of estimated returns and allowances.

Revenues werec $0 for the three months ended June 30, 2013 and for the three months ended June 30, 2014.

Cost of Goods Sold

The Company had no costs of goods sold related to sales revenue For the three months ended June 30, 2013 and June 30, 2014. The Company did not atribute any costs to the production of the GuardLight as of that date.

Operation and Administrative Expenses

Operating expenses which includes accounting and legal expenses, administrative expenses and rent increased by $54,133, from $4,259 in the three months ended June 30, 2013 to $58,392 in the three months ended June 30, 2014.

Net loss per share was $0.00 for the three months ended June 30, 2013 and $0.00 for the three months ended June 30, 2014. The weighted average shares outstanding were 72,734,000 for the three months ended June 30, 2013 and 81,738,201 for the three months ended June 30, 2014.

As of June 30 2014, the Company had no agreements with sub-distributors relating to distribution commitments or guarantees that had not been recognized in the statement of operations.

Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated material revenues and sufficient revenues may not be forthcoming. Accordingly, we must raise cash from sources other than operations.

Net Loss

The Company had a net loss of $4,259 for the three months ended June 30, 2013 as compared to a net loss of $58,332 for the three months ended June 30, 2014.

Results of Operations for the nine months ended June 30, 2013 compared to the nine months ended June 30, 2014

Revenue

Revenues are recognized from product sales upon shipment, which is the point in time when risk of loss is transferred to the customer, net of estimated returns and allowances.

Revenues increased by $39,000 from $0 for the nine months ended June 30, 2013 to $39,000 for the six months ended June 30, 2014. The increase in revenues were atributable to a sales contract for the Company's GuardLight.

Cost of Goods Sold

The Company had no costs of goods sold related to sales revenue For the six months ended June 30, 2013 and June 30, 2014. The Company did not atribute any costs to the production of the GuardLight as of that date.

Operation and Administrative Expenses

Operating expenses which includes accounting and legal expenses, administrative expenses and rent increased by $181,395, from $5,111 in the nine months ended June 30, 2013 to $186,506 in the six months ended March 31, 2014.

Net loss per share was $0.00 for the nine months ended June 30, 2013 and $0.00 for the nine months ended June 30, 2014. The weighted average shares outstanding were72,000,000 for the nine months ended June 30, 2013 and 75,100,311 for the nine months ended June 30, 2014.

Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated material revenues and sufficient revenues may not be forthcoming. Accordingly, we must raise cash from sources other than operations.

Net Loss

The Company had a net loss of $5,111 for the nine months ended June 30, 2013 as compared to a net loss of $148,146 for the nine months ended June 30, 2014.

Cash Flow

Our primary source of liquidity has been cash from shareholder loans.

Working Capital

As of the year ended September 30, 2013, the Company had total current assets of $54,684 and total current liabilities of $187,362, resulting in working capital deficit of $132,678. As of June 30, 2014, the Company had total current assets of $270,608 and total current liabilities of $389,945, resulting in a working capital deficit of $119,337.

The Company filed a registration statement with the Securities and Exchange Commission which became effective on April 19, 2011 for a self underwritten offering in the amount of $50,000 consisting of 500,000 shares of common stock at a share price of $0.10. The Company is attempting to secure additional private funding to complete purchasing of materials for its products, however, there is not commitment for these funds and there is no assurance that the amount will be raised or that the Company will otherwise secure sufficient funds to achieve its business plan.

On September 4, 2013, the Company issued a Convertible Promissory Note to JMJ Financial providing JMJ with the ability to invest up to $350,000 which contains a 10% original issue discount. The transaction closed on September 4, 2013. JMJ provided $50,000 to the Company on the Effective Date. The net proceeds the Company received from this offering were $45,000. The maturity date is one year from the effective date of each payment by JMJ to the Company. The conversion price for each portion of consideration paid by JMJ to the Company is lesser of: (1) $0.49, or (2) 65% of the lowest trade price in the 25 trading days previous to the conversion. The JMJ Note bears interest at 0% for the first 90 days and a one-time interest charge of 12% will be applied to the Principal Sum thereafter. The Lender, JMJ, has the right, at any time after the Effective Date, at their election, to convert all or part of the outstanding and unpaid principal sum and accrued interest (and any other fees) into shares of fully paid and non-assessable shares of common stock. The charge of the amortization of debt discounts and costs for the year ended September 30, 2013 was $417, which was accounted for as interest expense.

Net cash provided in operating activities was $(109,445) during the three-month period ended June 30, 2014.

Net cash provided by investing activities was $0 during the three-month period ended June 30, 2014.

Net cash provided by financing activities was $158,500 during the three-month period ended June 30, 2014.

Due to the substantial doubt of our ability to meet our working capital needs, history of losses, and current shareholders' deficit, our independent auditor included an explanatory paragraph regarding concerns about out ability to continue as a going concern in his report on our annual financial statements for the year ended September 31, 2013. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditor.

Our discussion and analysis of our financial condition and results of operations is based on our financial statements. In preparing our financial statements in conformity with accounting principles generally accepted in the United States of America, we must make a variety of estimates that affect the reported amounts and related disclosures.

Stock Based Compensation

We will account for employee stock-based compensation costs in accordance with ASC 718, Share-Based Payments, which requires all share-based payments to employees, including grants of employee stock options, to be recognized in our statements of operations based on their fair values. We will utilize the Black-Scholes option pricing model to estimate the fair value of employee stock based compensation at the date of grant, which requires the input of highly subjective assumptions, including expected volatility and expected life. Changes in these inputs and assumptions can materially affect the measure of estimated fair value of our stock-based compensation.

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

Deferred Tax Valuation Allowance

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when necessary to reduce deferred tax assets to the amount more likely than not to be realized. Income tax expense is the total of tax payable for the period and the change during the period in deferred tax assets and liabilities.

Off-Balance Sheet Arrangements

Liberated Energy, Inc. does not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet financial arrangements.

Common Stock

Liberated Energy, Inc. is authorized to issue 200,000,000 shares of common stock, with par value of $0.001 per share. As of June 30, 2014, 81,408,000 shares of common stock are outstanding. Holders of common stock are entitled to receive dividends, when and if declared by the board of directors, subject to prior rights of holders of any preferred stock then outstanding and to share ratably in the net assets of the company upon liquidation. Holders of common stock do not have preemptive or other rights to subscribe for additional shares. The articles of incorporation do not provide for cumulative voting. Shares of common stock have equal voting, dividend, liquidation and other rights, and have no preference, exchange or appraisal rights.

Preferred Stock

Liberated Energy, Inc. is authorized to issue 10,000,000 shares of preferred stock, with par value of $0.001 per share. As of June 30, 2014, there were no shares of preferred stock outstanding.

Market risk is the risk of loss from adverse changes in market prices and rates. The Company’s market risk arises primarily from the fact that the area in which we do business is highly competitive and constantly evolving. The market in which we do business is highly competitive and constantly evolving. We face competition from the larger and more established companies, from companies that have greater resources, including but not limited to, more money, and greater ability to expand their markets also cut into our potential customers. Many of our competitors have longer operating histories, significantly greater financial strength, nationwide advertising coverage and other resources that we do not have.

Options, Warrants and Other Equity Items

On February 21, 2013 the Company entered into a Common Warrant Agreement with an individual granting him the right to acquire 30,000 common shares of the Company on or before February 21, 2015 at $0.50 per share and 20,000 common shares of the Company on or before February 21, 2015 at $1.00 per share.

On February 21, 2013 the Company entered into a Common Warrant Agreement with an individual granting her the right to acquire 1,000,000 common shares of the Company on or before February 21, 2015 at $0.75 per share, 1,000,000 common shares of the Company on or before February 21, 2015 at $1.00 per share, 1,000,000 common shares of the Company on or before February 21, 2015 at $1.50 per share and 1,000,000 common shares of the Company on or before February 21, 2015 at $2.00 per share.

On February 21, 2013 the Company entered into a Common Warrant Agreement with an individual granting him the right to acquire 50,000 common shares of the Company on or before February 21, 2015 at $1.25 per share and 25,000 common shares of the Company on or before February 21, 2015 at $2.00 per share.

On February 21, 2013 the Company entered into a Common Warrant Agreement with an individual granting him the right to acquire 500,000 common shares of the Company on or before February 21, 2015 at $1.50 per share.

On February 21, 2013 the Company entered into a Common Warrant Agreement with an individual granting him the right to acquire 100,000 common shares of the Company on or before February 21, 2015 at $0.75 per share.

On February 21, 2013 the Company entered into a Common Warrant Agreement with an entity granting it the right to acquire 100,000 common shares of the Company on or before February 21, 2015 at $2.50 per share.

On March 11, 2013 the Company entered into a Common Warrant Agreement with an individual granting him the right to acquire 30,000 common shares of the Company on or before March 11, 2015 at $1.00 per share.

On March 11, 2013 the Company entered into a Common Warrant Agreement with an individual granting him the right to acquire 300,000 common shares of the Company on or before March 11, 2015 at $1.00 per share.

March 11, 2013, the Company entered into a Common Warrant Agreement with Mr. Frank Pringle, our CEO and Chairman granting him the right to acquire 300,000 common shares of the Company on or before March 11, 2015 at $1.00 per share.

On March 11, 2013 the Company entered into a Common Warrant Agreement with Ms. Elyse Thompson, our CFO and Director granting her the right to acquire 200,000 common shares of the Company on or before March 11, 2015 at $1.00 per share.

We do not have a stock option plan in place nor are there any outstanding exercisable for shares of our common stock.

Convertible Notes

On September 4, 2013, the Company issued a Convertible Promissory Note to JMJ Financial providing JMJ with the ability to invest up to $350,000 which contains a 10% original issue discount. The transaction closed on September 4, 2013. JMJ provided $50,000 to the Company on the Effective Date. The net proceeds the Company received from this offering were $45,000. The maturity date is one year from the effective date of each payment by JMJ to the Company. The conversion price for each portion of consideration paid by JMJ to the Company is lesser of: (1) $0.49, or (2) 65% of the lowest trade price in the 25 trading days previous to the conversion. The JMJ Note bears interest at 0% for the first 90 days and a one-time interest charge of 12% will be applied to the Principal Sum thereafter. The Lender, JMJ, has the right, at any time after the Effective Date, at their election, to convert all or part of the outstanding and unpaid principal sum and accrued interest (and any other fees) into shares of fully paid and non-assessable shares of common stock. The charge of the amortization of debt discounts and costs for the year ended September 30, 2013 was $417, which was accounted for as interest expense.

Management, including our Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a – 15(f). Management conducted an assessment as of June 301, 2014 of the effectiveness of our internal control over financial reporting based on the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on that evaluation, management concluded that our internal control over financial reporting was ineffective as of June 30, 2014.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements should they occur. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the control procedure may deteriorate.

This Quarterly Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this Quarterly Report. As required by SEC Rule 13a-15(b), our company carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer, of the effectiveness of its disclosure controls and procedures as of the end of the period covered by this Quarterly Report. Based on this evaluation, management concluded that our disclosure controls and procedures were ineffective at the reasonable assurance level.

The material weaknesses identified relates to the following:

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Lack of proper segregation of duties

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Lack of a formal control process that provides for multiple levels of supervision and review

The Company believes that the material weaknesses are due to the Company’s limited resources.

There were no changes in our internal control over financial reporting identified in connection with our evaluation of these controls as of the second quarter ended June 30, 2014 as covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

The Company is not a party to any pending legal proceeding and we are not aware of any pending legal proceeding in which any of our officers or directors or any beneficial holders of 5% or more of our voting securities are adverse to or have a material interest adverse to the Company.

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